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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SACKS RODNEY C
(Last) (First) (Middle)
HANSEN NATURAL CORP,
550 MONICA CIRCLE, SUITE 201
(Street)
CORONA CA 92880
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HANSEN NATURAL CORP [ HANS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/07/2010 S 8,800 D $42(1) 42,740 I By Hilrod Holdings VII, L.P.(7)(9)
Common Stock 07/07/2010 S 3,500 D $42.05(2) 177,126 I By Hilrod Holdings VIII, L.P.(7)
Common Stock 07/08/2010 S 23,100 D $42.09(3) 154,026 I By Hilrod Holdings VIII, L.P.(7)
Common Stock 07/08/2010 S 151,800 D $42.01(4) 105,696 I By Hilrod Holdings III, L.P.(7)
Common Stock 07/08/2010 S 28,200 D $42.06(5) 96,014 I By Hilrod Holdings V, L.P.(7)
Common Stock 07/09/2010 S 84,600 D $42.27(6) 21,096 I By Hilrod Holdings III, L.P.(7)
Common Stock 1,080,008 I By Brandon Limited Partnership No. 1(7)
Common Stock 8,013,336 I By Brandon Limited Partnership No. 2(7)
Common Stock 800,000 I By HRS Holdings, L.P.(7)
Common Stock 4,080,000 I By Hilrod Holdings, L.P.(7)
Common Stock 121,894 I By Hilrod Holdings II, L.P.(7)
Common Stock 192,462 I By Hilrod Holdings IV, L.P,(7)(9)
Common Stock 265,720 I Hilrod Holdings VI, L.P.(7)
Common Stock 347,602 I By Hilrod Holdings IX, L.P.(8)(9)
Common Stock 66,408 I By Hilrod Holdings X, L.P.(8)(9)
Common Stock 14,380 I By RCS 2007 GRAT
Common Stock 95,523 I By RCS 2008 GRAT
Common Stock 154,935 I By RCS 2009 GRAT(10)
Common Stock 46,386 I By RCS Direct GRAT(10)
Common Stock 4,795(11) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $0.446 (12) 07/12/2012 Common Stock 1,200,000 448,176 D
Employee Stock Option (right to buy) $0.531 (12) 05/28/2013 Common Stock 1,200,000 860,324 D
Employee Stock Option (right to buy) $6.588 (12) 03/23/2015 Common Stock 1,200,000 1,100,000 D
Employee Stock Option (right to buy) $16.87 (13) 11/11/2015 Common Stock 600,000 600,000 D
Employee Stock Option (right to buy) $31.72 (14) 06/02/2018 Common Stock 400,000 400,000 D
Employee Stock Option (right to buy) $35.64 (15) 12/01/2019 Common Stock 250,000 250,000 D
Explanation of Responses:
1. The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings VII, L.P. effective as of June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.00 to $42.02. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
2. The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings VIII, L.P. effective as of June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.03 to $42.07. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings VIII, L.P. effective as of June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.04 to $42.14. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings III, L.P. effective as of June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.00 to $42.13. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
5. The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings V, L.P. effective as of June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.05 to $42.08. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
6. The sales reported in this Form 4 represent all the share authorized to be sold pursuant to a Rule 10b-5(1) sales plan adopted by Hilrod Holdings III, L.P. effective June 11, 2010. This transaction was executed in multiple trades at prices ranging from $42.00 to $42.59. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
7. The reporting person is one of the general partners of each of Brandon Limited Partnership No.1, Brandon Limited Partnership No. 2, HRS Holdings, L.P. and Hilrod Holdings L.P., Hilrod Holdings II L.P., Hilrod Holdings III, L.P., Hilrod Holdings IV, L.P., Hilrod Holdings V, L.P., Hilrod Holdings VI, L.P., Hilrod Holdings VII, L.P. and Hilrod Holdings VIII, L.P.
8. The reporting person is one of the general partners of each of the following new limited partnerships, Hilrod Holdings IX, L.P. and Hilrod Holdings X, L.P.
9. Reflects the distribution of shares as the proceeds of an in-kind annuity payment from existing grantor retained annuity trusts. A portion of those shares were transferred to the new limited partnerships, which contributed their interests to new grantor retained annuity trusts. The remaining shares received from the in-kind annuity payments are directly beneficially owned by the reporting person.
10. Reflects the distribution of shares transferred to the new grantor retained annuity trusts that were previously directly beneficially owned by the reporting person.
11. The reporting person previously reported indirect beneficial ownership on an aggregate basis of the shares held by the limited partnerships. As a result of the in-kind annuity distributions, the total amount of shares directly and indirectly owned have been reduced by 370,327 shares.
12. The options are currently vested.
13. The options are currently vested with respect to 480,000 shares. The remaining options vest on November 11, 2010.
14. The options are currently vested with respect to 160,000 shares. The remaining options vest in three equal installments on June 2, 2011, 2012 and 2013.
15. The options vest in five equal installments on December 1, 2010, 2011, 2012, 2013 and 2014.
Remarks:
Rodney C. Sacks 07/09/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.